false 0000014177 0000014177 2024-01-08 2024-01-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

 

January 8, 2024

 

BRIDGFORD FOODS CORPORATION
(Exact name of registrant as specified in its charter)

 

California   000-02396   95-1778176
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1707 S. Good-Latimer Expressway, Dallas TX   75226
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (214) 428-1535

 

Not applicable
(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on which Registered
Common Stock   BRID   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.08 – Shareholder Director Nominations.

 

2024 Annual Meeting of Shareholders

 

Bridgford Foods Corporation (the “Company”) expects to hold its 2024 annual meeting of shareholders (the “2024 Annual Meeting”) on or about March 27, 2024. The Company expects to establish the record date for the 2024 Annual Meeting on or about February 2, 2024. The Company will provide additional details regarding the exact time, location and matters to be voted on at the 2024 Annual Meeting in the Company’s proxy statement for the 2024 Annual Meeting to be filed with the Securities and Exchange Commission prior to the Annual Meeting.

 

Shareholder Proposal and Director Nominations Deadlines

 

Because the scheduled date of the 2024 Annual Meeting represents a change of more than 30 days from the anniversary of the Company’s 2023 annual meeting of shareholders, the deadlines for stockholders to propose actions for consideration or to nominate individuals to serve as directors at the 2024 Annual Meeting previously set forth in the Company’s 2023 proxy statement are no longer applicable. The Company is providing notice of revised deadlines in connection with the 2024 Annual Meeting (i) for the submission of stockholder proposals for inclusion in the proxy statement in compliance with Rule 14a-8 of the Exchange Act (“Rule 14a-8”) and (ii) under the advance notice provisions applicable to stockholders desiring to bring nominations for directors or proposals other than pursuant to Rule 14a-8.

 

Revised Deadline for Rule 14a-8 Shareholder Proposals

 

Qualified stockholder proposals made pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to be presented at the 2024 Annual Meeting and included in the Company’s proxy statement and form of proxy relating to that meeting must be received at the Company’s headquarters and addressed to the Company’s Corporate Secretary, c/o Bridgford Foods Corporation, 1707 South Good-Latimer Expressway, Dallas, Texas 75226, by no later than January 19, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials for the 2024 Annual Meeting. Any proposal received after such date will be considered untimely for inclusion in the proxy statement. All Rule 14a-8 proposals must comply with applicable California law and the rules and the rules and regulations promulgated by the U.S. Securities and Exchange Commission.

 

Revised Advance Notice Deadline for Director Nominations and Other Shareholder Proposals

 

The Company’s Bylaws include separate advance notice provisions applicable to shareholders desiring to bring nominations for directors or to bring proposals before an annual meeting of stockholders other than pursuant to Rule 14a-8. These advance notice provisions require that, among other things, stockholders give timely written notice to the Company’s Corporate Secretary regarding such nominations or proposals and provide the information and satisfy the other requirements set forth in the Company’s Bylaws. To be timely, a shareholder who intends to present nominations or a proposal at the 2024 Annual Meeting other than pursuant to Rule 14a-8 must provide the information set forth in the Bylaws to the Company’s Corporate Secretary no later than close of business on January 19, 2024.

 

The Company reserves the right to reject, rule out of order, or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.

 

 

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BRIDGFORD FOODS CORPORATION
   
January 9, 2024 By: /s/ Cindy Matthews-Morales
    Cindy Matthews-Morales
    Principal Financial Officer

 

 

 

v3.23.4
Cover
Jan. 08, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 08, 2024
Entity File Number 000-02396
Entity Registrant Name BRIDGFORD FOODS CORPORATION
Entity Central Index Key 0000014177
Entity Tax Identification Number 95-1778176
Entity Incorporation, State or Country Code CA
Entity Address, Address Line One 1707 S. Good-Latimer Expressway
Entity Address, City or Town Dallas
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75226
City Area Code (214)
Local Phone Number 428-1535
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol BRID
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

Bridgford Foods (NASDAQ:BRID)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Bridgford Foods Charts.
Bridgford Foods (NASDAQ:BRID)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Bridgford Foods Charts.